As a current or prospective customer or patient of the practitioner(s) with whom You (“You”, “Your” or “Client”) have conducted or plan to conduct business or seek treatment (the “Practitioner” or, if more than one, the “Practitioners”) and that directed You to this website, (including therapypartner.com, therapyclient.com, and any other website where these Client Terms are posted the “Sites”), You have the option to use certain Therapy Partner services, which may include Therapy Partner’s Appointment service (the Appointment Services”), Therapy Partner’s secure Messaging services (the Messaging Services”) and payment services integrated into any Therapy Partner service, including our web-based payment application located at therapyclient.com, and any other payment service that links hereto (the “Payment Services”). The Payment Services, together with the Sites, Appointment Services, and Messaging Services, are referred to as our “Services.” As a condition of your use of any of these Services, you must agree to these Client Terms of Service, (the “Client Terms”)

1. DESCRIPTION OF SERVICE

The Services may include an online messaging, payments, scheduling, and related services to assist the Practitioner in its business. Such Services may be accessed independently or via a Client Portal. The Services may allow You to make electronic payments to a Practitioner via credit card, over the phone or through our online Client Portal. In either case, the payment will be charged to the payment card for which You provide account information and will be deposited into the bank account selected by the Practitioner.

The Services may include the ability to book and manage appointments with the Practitioner, the ability to send and receive secure messages to/from the Practitioner, and the ability to receive from, review, complete, and upload forms and other documents for the Practitioner. In all of those cases, the information collected may be classified as Protected Health Information (PHI/ePHI) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and their implementing regulations set forth at 45 C.F.R. Parts 160 and Part 164 (the “HIPAA Rules”). By accessing the Sites, utilizing the Service, and thereby submitting any personal information, you are providing express permission for Therapy Partner to access and store that information as outlined in these Client Terms and in the Therapy Partner Privacy Policy.

From time to time, Therapy Partner may develop and incorporate other features into the Services. Your use of such additional features, if any, is governed by these Client Terms.

2. REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS

You represent and warrant to Therapy Partner and the Practitioner, and You covenant, that: (a) You or the person who access the system on your behalf to provide personal information, schedule an appointment, or make a payment, as applicable, has the power and authority to accept and enter into these Client Terms on Your behalf; (b) You are at least 18 years of age or a parent or legal guardian has authorized Your use of the Services; (c) the Services or content contained on or available through the Service is not an endorsement of the Practitioner by Therapy Partner; and (d) Therapy Partner is not responsible for any repercussions arising from Your use of the Services and You shall seek remedies arising from disputes in connection with services provided to You, messages delivered to You, the amounts you are charged, and Your payment thereof, solely from the Practitioner.

When You use the Services to transmit or store PHI/ePHI you certify that such transmission and storage adheres to all applicable HIPAA Rules, You acknowledge that the Practitioner is the Data Controller, as defined by the HIPAA Rules, and you expressly grant permission for both Therapy Partner to store and transmit Your PHI/ePHI on behalf of the Practitioner. You acknowledge that Practitioner’s access to, storage, and use of your PHI/ePHI is governed by the Practitioner’s Privacy Policy and any other contractual terms established between You and the Practitioner. You further acknowledge that You must contact the Practitioner directly to request that it provide you with access to the PHI/ePHI stored in Therapy Partner systems on its behalf, that it make changes to that ePHI, and/or that the ePHI be deleted from Therapy Partner systems. Additionally, You acknowledge that any Practitioner that has received your personal information or PHI/ePHI via Therapy Partner Services may have stored it in systems outside of Therapy Partner. In these situations, you must contact the Practitioner independently and request access to your personal information, correction of your personal information, and/or deletion of your personal information. Therapy Partner has no control over the data retention and removal policies of its Practitioners, and can in no way guarantee the security, accuracy, or privacy of data once it leaves our environments.

If You access the Sites to use the Services, You further represent and warrant to Therapy Partner, and covenant, that You are willing and capable of electronically receiving, reviewing, printing and saving all forms, notifications, invoices, bills, receipts, materials, disclosures, terms or other content delivered to You through the Services and consent to the disclosure by the Practitioner of the information necessary to distribute such information and correspondence to You.

You represent and warrant that You will not use the Service to send any type of harassing or threatening messages to anyone, including but not limited to Practitioners. You further agree to refrain from using the Service in any manner that exposes or may expose Therapy Partner, its customers, partners, or vendors, or any other person or entity using the Therapy Partner Sites or Services to abuse, complaints, retaliation, connectivity issues, or other negative impact.

By accessing the site or using the Services, You also acknowledge and agree to the terms of (1) the Therapy Partner Privacy Policy, which can be found online at: therapypartner.com/privacy.html, (2) the Therapy Partner Acceptable Use Policy, which can be found online at: http://www.therapypartner.com/aup.html, and (3) such other documents as required by Therapy Partner from time to time.

3. INTERNATIONAL TRANSACTIONS AND CUSTOMER DATA

While not technically supporting addresses outside of the United States, Therapy Partner may in its sole discretion, permit Practitioners to utilize the Services to store personal data and process payments which originate from Clients located outside the United States. If You are not a United States Citizen and You utilize any portion of the Sites or the Services, You acknowledge and agree that:

Therapy Partner is located in the United States as are Therapy Partner’s third party payment processors, and Your personal information may be transferred to or processed in the United States;

Therapy Partner may retain Your personal information indefinitely, as set forth in our Privacy Policy, in order to retain a record of Your transactions and activity, maintain Your account, and in order to provide our Services;

Using the system delete function to remove any of your personal data from Therapy Partner merely prevents you or the Practitioner from viewing or utilizing that data for any system function. It does not delete the data from Therapy Partner systems. To have your personal data deleted from Therapy Partner systems, you must contact the Practitioner with which you conduct business via Therapy Partner and have the Practitioner make a written delete request to Therapy Partner.

You may not provide information that you are not authorized to provide us under laws applicable to you in your jurisdiction;

all information provided to Therapy Partner is subject to our Privacy Policy but that courts, law enforcement, national security, or other officials may use, intercept, or otherwise have or obtain access to or process information in a manner not provided in our privacy policy, including for law enforcement and national security purposes; and

Therapy Partner may, at any time and without prior notice to You, cease processing transactions from and/or data relating to Clients located in any country other than the United States.

EXCEPT TO THE EXTENT OF THERAPY PARTNER’S REPRESENTATIONS, WARRANTIES OR COVENANTS EXPRESSLY SET FORTH IN THESE CLIENT TERMS, YOUR USE OF THE SERVICE IN NON-US JURISDICTIONS IS AT YOUR OWN RISK AND THERAPY PARTNER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO (I) THERAPY PARTNER’S COMPLIANCE WITH APPLICABLE NON-US LAW; (II) THE LEGALITY OF THE USE OF THE SERVICE IN ANY NON-US JURISDICTION OR WITH REPECT TO THE INFORMATION OF ANY NON-US CITIZENS AND RESIDENTS; AND (III) THE LEGALITY OF ANY TRANSFER OF INFORMATION FROM ANY NON-US JURISDICTION TO THERAPY PARTNER. THERAPY PARTNER WILL NOT, DIRECTLY OR INDIRECTLY, BE LIABLE FOR ANY FINES, JUDGEMENTS, CLAIMS, PENALATIES, OR OTHER LIABILITIES (COLLECTIVELY, “LOSSES”) AS A RESULT OF THERAPY PARTNER’S NON-COMPLIANCE WITH APPLICABLE LAW.

4. CHANGES TO TERMS OF SERVICE

Therapy Partner reserves the right to revise these Client Terms and the documents referenced herein at any time in its sole discretion. Unless you are using our Sites, it is the Practitioner’s responsibility, and not that of Therapy Partner, to notify You of such changes. You may view the current version of the terms governing Your use of the Services by clicking on the appropriate link included in the footer of our Sites. Any changes shall be effective immediately after the time at which such changes are posted on the Sites. Your continued use of the Services after the terms have been changed constitutes Your affirmative acknowledgment of, and agreement to abide and be bound by, the modified terms and conditions.

5. LICENSE AND USE OF THE SITE

You are hereby granted a limited license to use during the Term (as described below) including making incidental copies arising from the operation of Your browser, the Services, the Sites and the content contained on the Sites in conjunction with Your use of the Client Portal. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works from, decompiling, reverse engineering, disassembling, transferring or using the Services or any content available on the Sites for any other purpose. Your license to use the Services is expressly conditioned on your compliance with applicable law, rules, regulations, and orders, and, and you represent and warrant that you comply with all such requirements, and you will not use the Services for any unauthorized and illegal purpose.

6. TERM, CANCELLATION, AND DATA RETENTION

These Client Terms, as amended, changed and modified from time to time, remain in effect until the earlier of (a) such time as You no longer use the Services and (b) such time as it is canceled or terminated, as provided herein (the “Term”). The Practitioner and Therapy Partner each may cancel Your access to, or any aspect of, the Services at any time without notice. You may discontinue use of the Services at any time by providing written notice to the Practitioner via any communication method upon which you have both agreed.

Therapy Partner may retain Your personal information indefinitely (including after services have been terminated or cancelled), as set forth in our Privacy Policy, in order to retain a record of Your transactions, maintain Your account, and in order to provide our Services. Using the system delete function to remove any of your personal data from Therapy Partner only prevents you or the Practitioner from viewing or utilizing that data for any system function. It does not permanently delete the data from Therapy Partner systems. To have your personal data permanently deleted from Therapy Partner systems, you must contact the Practitioner with which you conduct business via Therapy Partner and have the Practitioner make a written delete request to Therapy Partner.

7. PROPERTY RIGHTS

Therapy Partner and other third parties other than You, as applicable, own all rights, title and interest in and to Services and the Sites, and all portions thereof, including, without limitation, all intellectual property rights in connection therewith.

8. NO WARRANTIES

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SITE OR VIA THE SERVICE ARE PROVIDED TO YOU BY THERAPY PARTNER, AT THE REQUEST OF THE PRACTITIONER, ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. THE PRACTITIONER AND THERAPY PARTNER MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE

THE PRACTITIONER AND THERAPY PARTNER ARE NOT RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY INVOICE, OR OTHER BILL, APPOINTMENT, STATEMENT OR OTHER ITEM GENERATED THROUGH THE SERVICE OR (B) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY NOTICE OR PAYMENT MADE THROUGH THE SERVICE.

OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL THE PRACTITIONER OR THERAPY PARTNER, OR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE SERVICE OR ON INFORMATION OBTAINED THROUGH THE SERVICE OR THE SITE, OR BY YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.

THE PRACTITIONER AND THERAPY PARTNER DO NOT WARRANT THAT THE SITE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE SITE IS FREE OF VIRUSES, WORMS, BOTS OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES.

9. LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, CONTENT ON THE SITES, AND DESCRIPTIONS OF THE SERVICES PUBLISHED ON THE SITES OR LINKED SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THE PRACTITIONER AND THERAPY PARTNER SPECIFICALLY DISCLAIM ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. THE PRACTITIONER AND THERAPY PARTNER DO NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE SITES IS COMPLETE OR UP-TO-DATE. THE PRACTITIONER AND THERAPY PARTNER ARE UNDER NO OBLIGATION TO UPDATE THE SITES, THE SERVICES OR THE CONTENT ON THE SITES. THERAPY PARTNER MAY CHANGE THE SITES, THE SERVICES AND THE CONTENT CONTAINED ON THE SITES, AND MAY MAKE IMPROVEMENTS OR CHANGES THERETO, AT ANY TIME WITHOUT NOTICE.

YOU AGREE THAT NEITHER THE PRACTITIONER NOR THERAPY PARTNER, NOR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, WILL BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICES OR LOST OPPORTUNITY) ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE SITES, THE SERVICES, THE CONTENT ON THE SITES OR LINKED SITES, OR ARISING OUT OF, OR IN CONNECTION WITH, THE DELAY OR INABILITY TO USE THE SITES OR LINKED SITES, EVEN IF THE PRACTITIONER OR THERAPY PARTNER, OR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, WERE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, WITHOUT LIMITATION, THE TRANSMISSION OF ANY VIRUSES THAT MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICES PROVIDER), UNAUTHORIZED ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE EVENT. THE PRACTITIONER AND THERAPY PARTNER CANNOT, AND DO NOT, GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITES, THE SERVICES OR THE CONTENT RELATED THERETO.

10. VIOLATIONS OF SERVICE TERMS

The Practitioner or Therapy Partner may, each in their respective sole discretions, immediately terminate Your use of the Services if it believes that You are violating or have violated these Client Terms or the terms and conditions of the other documents referenced herein. Any such termination will be without prejudice to any other rights that Therapy Partner may have against You arising from a violation of these Client Terms or of the other documents referenced herein.

11.GOVERNING LAW

The laws applicable to the use of the Sites and the interpretation of these Client Terms shall be the laws of the State of Colorado, United States, and applicable federal law, without regard to any conflict of law provisions.

12.ARBITRATION

You, the Practitioner and Therapy Partner agree that any and all disputes, claims or controversies arising out of or related to the use of the Sites, the provision of the Services or these Client Terms, including any claims under any statute or regulation (“Disputes”), shall be submitted for binding arbitration. Unless the parties agree otherwise, any arbitration shall take place in the State of Colorado, City and County of Denver, and shall be administered by, and pursuant to the commercial arbitration rules of, the American Arbitration Association.

Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between You, the Practitioner and Therapy Partner alone, and is subject to the limitations of liability set forth in these Client Terms. Disputes brought by either You, the Practitioner or Therapy Partner against the other party(ies) may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by You, the Practitioner and Therapy Partner. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph be stricken from these Client Terms or deemed otherwise unenforceable, then the entire section of these Client Terms labeled “Arbitration” shall be stricken from these Client Terms.

The provisions of the section of these Client Terms labeled “Arbitration” and all arbitration awards duly made in connection therewith may be enforced in a court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party(ies) against whom enforcement is ordered. All arbitration awards duly made under these Client Terms shall not be subject to review or appeal except as permitted by applicable law. Any provision of these Client Terms to the contrary notwithstanding (a) You, the Practitioner or Therapy Partner may seek interim relief from a court located in the State of Colorado, City and County of Denver to protect such party’s rights or property while arbitration is pending, and (b) Therapy Partner may bypass the aforementioned arbitration process in cases of fraud or other crimes against Therapy Partner, interference with Therapy Partner’s technical operations or violations of Therapy Partner’s rights or property.

13. PRIVACY & Security

You are solely responsible for maintaining the confidentiality and security of the username(s) and password(s) for Your account(s) with the Practitioners who use the Services, and You assume all liability for sharing or disclosing such username(s) and password(s). You agree to immediately contact the applicable Practitioner if You become aware that the security of the username(s) and password(s) for Your account(s) with such Practitioner may have been compromised or if there has been unauthorized access to the username(s) and password(s) for Your account(s) with such Practitioner. You are solely responsible for all activity occurring under the username(s) and password(s) for Your account(s) with the Practitioners who use the Services. Access to and use of password-protected and/or secure areas of the Sites and Services is restricted to authorized users only.

Any information collected from or about You through Your use of the Services, including but not limited to credit card and other account numbers, Protected Health Information (PHI/ePHI), and other Personally Identifiable Information (PII), is subject to the Therapy Partner Privacy Policy, with respect to Therapy Partner; and the Practitioner Privacy Policy, with respect to the Practitioner, if applicable.

14. GENERAL

You acknowledge that this is an online service. A printed version of these electronically presented Client Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Client Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You agree that regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to Your use of the Services, or these Client Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Notwithstanding any cancellation or termination of these Services, or of Your account or Your enrollment, these Client Terms shall survive any such cancellation or termination.

Your acceptance of these Client Terms and use of the Services do not create a joint venture, partnership, employment or agency relationship between You and Therapy Partner. You shall not represent in any way that You are in partnership with, are a joint venturer of, or have any employment of agency relationship with Therapy Partner. You may not assign, delegate or transfer Your rights or obligations under these Client Terms and any such prohibited assignment, delegation or transfer shall be null and void.

The section titles in these Client Terms are solely used for the convenience of the parties and have no legal or contractual significance.